The proxy season is just around the corner for calendar year public companies. Ahead of the season, two major proxy advisory firms, Institutional Shareholder Services (ISS) and Glass Lewi...
New ISS Policies. For meetings on or after February 1, 2019, two new and fairly minimal ISS policies will be applied.
As part of ISS’ client roundtables, one-to-one client discussions ...
Davis Polk has submitted a comment letter on the SEC’s Concept Release on Compensatory Securities Offerings under Rule 701 and Form S-8. Our comment letter focuses on expanding the scop...
On August 21, 2018, the IRS issued Notice 2018-68, which provides initial guidance on two aspects of the amendments to Section 162(m) of the Internal Revenue Code made by the Tax Cuts and...
On July 18, 2018, the Securities and Exchange Commission (SEC) voted unanimously both to issue a final rule and to solicit public comment relating to the federal securities rules that gov...
#MeToo may no longer dominate daily headlines but its indelible impression remains. Corporate boards’ mandate to act in their shareholders’ best interest includes not only overseeing ...
On June 28, 2018, the Securities and Exchange Commission (“SEC”) voted to propose amendments to the rules governing its whistleblower program. These changes include expanding the typ...
On July 2, 2018, the SEC issued an order criticizing an issuer’s disclosure of executive perquisites and requiring the issuer to take measures to ensure that its future disclosures comp...
U.S. public companies recently began disclosing their CEO-to-median employee pay ratios, as required by the Dodd-Frank Act and Item 402(u) of Regulation S-K. It is still too early to dra...
On February 21, 2018, in Digital Realty Trust, Inc. v. Somers, [1] the Supreme Court held that the Dodd-Frank Act’s whistleblower anti-retaliation provisions only apply where a securiti...
